AGREEMENT AND PLAN OF MERGER dated as of MAY 17, 2011 by and among SHIRE PHARMACEUTICALS INC. (“Parent”), ABH MERGER SUB INC. (“Merger Sub”), ADVANCED BIOHEALING, INC. (the “Company”), solely for the purposes of Section 2.7 and Articles III, IX and X,...Merger Agreement • June 30th, 2011 • Shire PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement ”) is made and entered into as of May 17, 2011 by and among Shire Pharmaceuticals Inc., a Delaware corporation (“Parent”), ABH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Advanced BioHealing, Inc., a Delaware corporation (the “Company”), solely for the purposes of Section 2.7 and Articles III, IX and X, Canaan VII L.P., a Delaware limited partnership, as the Equityholders’ Representative, and solely for the purposes of Section 10.17, Shire plc, a public limited company incorporated under the laws of Jersey, Channel Islands (“Buyer Parent”). Parent, Merger Sub, the Company, solely for the purposes of Section 2.7 and Articles III, IX and X, the Equityholders’ Representative, and solely for the purposes of Section 10.17, Buyer Parent are referred to collectively herein as the “Parties.”
